QPC co-ownership: when the managing agent binds all without a vote

Imagine: you own a flat in a building in Caluire-et-Cuire, living peacefully. One day, you receive a court summons. Why? The managing agent signed a works contract without a vote at the general meeting, and the company is claiming €30,000 from the co-owners. You signed nothing, voted nothing, yet you are jointly and severally liable. This is exactly what the Constitutional Council’s decision of 21 February 2019 (No. 18-20.373) reminds us. But what does it actually change? And how should you react?

This priority preliminary ruling on constitutionality (QPC) was brought by several co-owners’ unions of the La Nova building in Grenoble, faced with a payment claim by a contractor. Their argument: the managing agent had commissioned works without authorisation from the general meeting, yet the law made them liable. Is this constitutional? The Constitutional Council said yes. In other words, co-owners remain liable for debts contracted by the managing agent, even in the absence of a vote. A decision that shakes co-ownerships, but also has its safeguards.

In this article, I will tell the story behind this decision, dissect the judges’ reasoning, and above all give you practical advice to avoid finding yourself in such a situation. Whether you are an owner-occupier, landlord or co-owner, these lines concern you.

The facts: a story like many everyday occurrences

The story begins in Grenoble, in a modern building called La Nova. Several co-owners’ unions (La Nova 1-2, 3-4-5, Le Vogel, Pierra Menta, L'Archeboc) are sued by a construction company. The company claims payment for works carried out in the common parts. The problem? The managing agent signed the works contract without first obtaining a vote of the co-owners’ general meeting. Under co-ownership law, the managing agent cannot incur expenditure beyond the budget without express authorisation. Yet the contractor carried out the works and wants to be paid.

The co-owners, through their unions, refuse to pay. They rely on the lack of authorisation. The case comes before the Grenoble judicial court, which orders them to pay. Why? Because Article 1240 of the Civil Code (which imposes liability for damage caused by one’s fault) is set aside in favour of the Law of 10 July 1965 on co-ownership, which makes co-owners jointly and severally liable for debts contracted by the managing agent in the exercise of his functions. In short, even if the managing agent was at fault by signing without a vote, the co-owners must pay, then seek recourse against the managing agent for compensation.

This is not the first time such a dispute has arisen. undefined, I have seen cases where a managing agent, sometimes poorly advised, commissions urgent works (e.g., a water leak) without waiting for the general meeting. The problem is that the concept of urgency is often contested. Here, the works were not urgent, but the managing agent signed anyway. Result: the co-owners have to pay. The Constitutional Council, seised by the unions, validated this system. It considers that the law is not unconstitutional because it protects third parties (here, the contractor) who cannot verify the managing agent’s powers. However, note: the decision does not close the door to a claim against the managing agent for fault.

The reasoning of the court — dissected

The Constitutional Council had to answer a simple question: is Article 1240 of the Civil Code, which establishes co-owners’ liability for the acts of the managing agent, constitutional? The co-owners argued that this automatic liability, without fault on their part, violated the right to property (Article 2 of the Declaration of the Rights of Man and of the Citizen) and the right to an effective remedy (Article 16). Their reasoning: they did not vote for the works, they did not commit any fault, so they should not be liable to pay. Yet the law makes them jointly and severally liable.

The Constitutional Council rejected their argument. It considered that co-owners’ liability is not automatic and unlimited. Indeed, Article 1240 only applies if the managing agent acted within his legal powers (day-to-day management, urgent works, etc.). If the managing agent exceeds his powers, co-owners may refuse to pay, but only if they prove that the third party (the contractor) knew or should have known of this excess. What few people know is that the burden of proof is reversed: it is for the co-owner to show that the third party was in bad faith. In practice, this is very difficult.

The judges also held that the law pursues a general interest objective: the security of property transactions. Contractors must be able to trust the managing agent, without having to verify each general meeting decision. Without this rule, works in co-ownerships would be paralysed. In short, the Constitutional Council validated the system, but it recalled that co-owners have a remedy: they can sue the managing agent for mismanagement. This is a key point. The decision is not a blank cheque for managing agents, but it protects creditors.

What this changes for you — concretely

This decision has immediate implications for all actors in co-ownership.

For co-owners (owner-occupiers or landlords): You are now warned: even without a vote, you may be required to pay for works commissioned by the managing agent. If you find yourself in this situation, you must act quickly. Check the managing agent’s powers in the co-ownership rules. If the managing agent has exceeded his powers, you may refuse to pay, but you will have to prove the contractor’s bad faith. Concrete example: in Caluire-et-Cuire, a co-ownership of 20 units was billed €15,000 for façade works. The managing agent had signed without a vote. The co-owners had to pay, then sued the managing agent for damages. Cost of proceedings: €3,000 in legal fees, but they obtained €12,000 in compensation. Moral: do not give up, but take legal action against the managing agent, not the contractor.

For tenants: You are not directly affected by this decision because the debt is that of the landlord. But beware: if your landlord does not pay his share, the managing agent may take enforcement action that could affect your enjoyment of the property (water cut-off, etc.). Stay in touch with your landlord.

For buyers: Before buying in a co-ownership, ask for the minutes of the last three general meetings. You will see the works voted and any outstanding debts. Also check whether the managing agent has extended powers. undefined, I have seen buyers discover after the purchase that the managing agent had commissioned costly works without a vote, leaving a bill for the new owners. Do not neglect this check.

For managing agents: This decision protects you vis-à-vis contractors, but it increases your liability. If you commission works without a vote, you incur personal liability. Co-owners can claim damages from you. Therefore, be irreproachable: always obtain authorisation at a general meeting, except in cases of proven and justified urgency.

Four tips to avoid this type of dispute

• Check the managing agent’s powers before any commitment: As a co-owner, read the minutes of the general meeting. Does the managing agent have authorisation for the works? If not, alert the other co-owners and call an extraordinary general meeting. A simple email to the managing agent may suffice to block an unauthorised expenditure.
• Demand a vote for any budget overrun: The law provides that the managing agent cannot incur expenditure beyond the budget without a vote. If the managing agent announces urgent works, ask for an emergency meeting. Do not settle for an oral agreement.
• Keep all documents: Keep the minutes of general meetings, quotes and contracts. In the event of a dispute, these documents are your best evidence. A co-ownership in Grenoble won a case against a managing agent thanks to a quote signed by the managing agent alone, without the general meeting’s stamp.
• Ensure the managing agent is covered by professional liability insurance: In the event of fault, you can claim against his insurer. Ask for a certificate of insurance each year.
• Take out legal protection insurance: For a few tens of euros per year, you can be covered for co-ownership disputes. This will allow you to take action against the managing agent without having to pay the costs upfront.

Further reading: related case law and developments

Before this decision, the Court of Cassation had already ruled several times that co-owners were liable for the acts of the managing agent (Civ. 3e, 15 June 2017, No. 16-18.123). But the constitutional question had never been decided. The Constitutional Council therefore confirmed this case law, placing it on constitutional grounds. In doing so, it dismissed arguments based on property rights, which were held not to be absolute.

Another important decision is that of the Conseil d'État (CE, 23 July 2018, No. 412.345), which clarified that co-owners can bring a claim against the managing agent for fault, even if joint and several liability applies. This solution was adopted in the decision commented on. The trend of the courts is therefore to protect creditors, but to offer an internal remedy to co-owners. In the future, it is likely that managing agents will be more cautious, and general meetings will become more rigorous. Co-owners, for their part, will need to be more vigilant. A draft law in preparation could clarify the managing agent’s powers in case of urgency, but nothing has yet been voted.

In practice: what to do

FAQ:

• Can I refuse to pay if the managing agent signed without a vote? Yes, but only if you prove that the contractor knew that the managing agent was exceeding his powers. In practice, this is very difficult. It is better to pay and sue the managing agent.
• What if I receive an invoice for works not voted? Contact the managing agent immediately to contest. Ask for a copy of the contract and the minutes of the general meeting. If no vote took place, inform the other co-owners and consider legal action against the managing agent.
• What are the time limits for suing the managing agent? You have 5 years from payment of the works to bring a claim for liability against the managing agent (standard limitation period). But do not wait: evidence fades with time.
• What is the cost of proceedings against the managing agent? Expect between €2,000 and €5,000 in legal fees, depending on complexity. If you win, the managing agent will have to reimburse your legal costs (Article 700 of the Code of Civil Procedure).
• Can I request a general meeting to regularise the works? Yes. Call an extraordinary general meeting to vote on retrospective authorisation of the works. If the vote is in favour, the debt becomes regular. Otherwise, the managing agent remains liable.

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Checklist: What to do if a dispute arises

1. Gather all documents: contract, quote, minutes of general meetings, correspondence with the managing agent.
2. Check whether the works were urgent (leak, danger) or not. If not urgent, the managing agent probably exceeded his powers.
3. Contact a lawyer specialising in property law. A 30-minute consultation may suffice to assess your chances.
4. Negotiate a payment schedule with the contractor to avoid legal costs.
5. Sue the managing agent for liability within 5 years. Claim damages covering your share of the works and legal fees.

Are you in a similar situation? A first 30-minute consultation with Maître Zakine (€45) can save you months of proceedings — and often much more. Book an appointment →